2.

2.1.

This Sandbox License is to allow Requestor / Company to undertake testing (subject to the Restrictions of Use) of the Bango Products in Sandbox to assess the compatibilities, services, technology and other such aspects of the Bango Products as part of a proof of concept testing for Requestor / Company’s business needs, in relation to the specific Bango Product Specification.

3.

3.1.

Bango shall provide Requestor / Company with appropriate Sandbox Credentials and all necessary information that Requestor / Company may require to access the Sandbox of the Bango Products to conduct testing under this Sandbox License.

3.2.

Requestor / Company shall inform Bango immediately should it uncover any Vulnerabilities, Viruses or other cybersecurity threats to the Bango Products whilst undertaking the testing.

3.3.

Any testing that takes place as part of this Sandbox License must not exceed the scope as agreed between the Parties from time to time.

3.4.

BANGO SHALL NOT BE LIABLE TO THE REQUESTOR / COMPANY FOR ANY LOSS OR DAMAGE TO REQUESTOR / COMPANY’S EQUIPMENT AND SYSTEMS WHICH IS CAUSED BY ANY TESTING OF THE BANGO PRODUCTS UNDER THIS SANDBOX LICENSE.

4.

4.1.

Term. The term of this Sandbox License shall be for a period of three (3) Months from the Effective Date, unless otherwise agreed by the Parties in writing.  

4.2.

Termination without cause. Either Party may at any time, without cause, terminate the Sandbox License giving 1-week’s prior notice thereof to the other Party.

4.3.

Revocation of access. Bango may in its sole discretion and at any time revoke access to the Bango Products by removing, changing or otherwise blocking access to the Sandbox Credentials to the Bango Products.

5.

5.1.

DISCLAIMER. BANGO EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, UNLESS OTHERWISE EXPRESSLY STATED HEREIN, BANGO DOES NOT WARRANT THAT TESTING OF BANGO PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  THE OBLIGATIONS AND LIABILITIES OF BANGO AND THE REMEDIES OF REQUESTOR / COMPANY SET FORTH IN THIS SANDBOX LICENSE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER OBLIGATIONS AND LIABILITIES OF BANGO, AND ALL RIGHTS, CLAIMS AND REMEDIES OF REQUESTOR / COMPANY AGAINST BANGO, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE.

5.2.

Mutual Warranties. Each Party warrants to the other Party, that it will at all times comply with all applicable laws and regulations with respect to its activities under this Sandbox License.

5.3.

Capacity and Authority. The Requestor / Company represents and warrants to Bango that it has the full corporate right, power and authority to enter into this Sandbox License, and that the Requestor has the authority to sign on behalf of Company and bind it to the terms of this Sandbox License.

5.4.

Acknowledgement. Requestor / Company acknowledges and agrees that the testing of the Bango Products is not considered to be absolute, and no test, product or service can assess for, or offer cover for, all possible security Vulnerabilities, breaches or security incidents, and that such testing by Requestor / Company is not to be used or assessed by the Requestor / Company for any other purpose than for formulating further discussions between the Parties.  

6.

6.1.

Liabilities which cannot be excluded. Nothing in this Sandbox License excludes or is intended to exclude either Party’s liability for fraud caused by the actions or omissions of such Party, or for personal injury or death.

6.2.

Exclusion of Liability. Bango shall not be liable for any loss of profit, business or goodwill, or any indirect, incidental, consequential, punitive or special cost, damages or expenses whatsoever arising out of, or in any way connected with, this Sandbox License, including any breach thereof, regardless of the legal theory upon which any claim for such damages is based, even in the event of fault, tort (including negligence), strict liability, breach of contract, breach of warranty or a misrepresentation of Bango.  The foregoing exclusion shall apply even if Requestor / Company has been advised of the possibility of such damages in advance and even if any available remedy fails of its essential purpose.

6.3.

Limit on Liability. Subject to clauses 6.1 and 6.2, Bango’s total liability under this Sandbox License shall be limited to fifty thousand GBP (£50,000).

7.

7.1.

Each Party acknowledges that it will have access to material, documents, data, systems and other information concerning the operation, business, financial affairs, products, customers, forecasts, plans, calculations, agreements etc. of the other Party that may not be accessible or known to the general public (“Confidential Information”). The Parties agree that Confidential Information shall remain the sole and exclusive property of the disclosing Party (“Disclosing Party”), and the receiving Party (“Receiving Party”) agrees to maintain (and to ensure that its Permitted Representatives maintain) the Confidential Information in strict confidence. The Parties further acknowledge and agree that Confidential Information shall be deemed to include all intellectual property rights of the Parties. The Receiving Party shall:
7.1.1. not use, or allow the use of, the Confidential Information for any purpose other than to perform its obligations or to obtain the full intended benefit of this Sandbox License;
7.1.2. not disclose, or allow the disclosure of, the Confidential Information to anyone other than its Permitted Representatives who have a need-to-know for the purposes of fulfilling the Receiving Party’s obligations under this Sandbox License;
7.1.3. ensure that its Permitted Representatives are made aware and are bound in writing by a duty of confidence at least as stringent as the terms of this Sandbox License;
7.1.4. store and keep all materials containing Confidential Information in secure custody (which is appropriate depending upon the form of such materials and the nature of the Confidential Information);
7.1.5. without limiting the above obligations, exercise the same standard of care in the treatment and protection of the Confidential Information as it exercises or should exercise for its own confidential information and in no event less than a reasonable degree of care, of a similar nature and sensitivity; and
7.1.6. on discovery of any breach of this clause by the Receiving Party or any person in possession of Confidential Information through the Receiving Party, as soon as reasonably practicable notify the Disclosing Party of such breach and co-operate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

8.

8.1.

Bango reserves the right to revise the terms of this Sandbox License by updating this on the Bango Website, and the Requestor / Company’s continued use of the Bango Sandbox after such an update shall be deemed to constitute acceptance of any revised terms. Bango shall not exercise this right to materially reduce its obligations or the functionality of the Sandbox and will use reasonable endeavours to inform the Requestor / Company’s, but the Requestor / Company’s is advised to check the Bango Website periodically for communications concerning such revisions. If Requestor / Company’s does not agree to any changes to this Sandbox License, it must immediately cease use of the Sandbox and may terminate by giving written notice to Bango within 14 days of the change having been made.

9.

9.1.

Any notice to be given under this Sandbox License shall be in writing. Notices for Bango shall be sent by post to Bango’s registered office address from time to time, with a copy sent by email to legal@bango.com. Notices for the Requestor / Company shall be sent either by email or by post to any address that may have been provided by the Requestor / Company to Bango. For the purposes of this clause, “post” shall mean registered post with guaranteed next day delivery, for post within the UK only, or an overnight service from an internationally recognised courier service, for international post. Any such notice or other document shall be deemed to have been served: if delivered by email – 24 hours after delivery; and if sent by post – upon the expiration of two (2) working days after posting or collection by the courier.

10.

10.1.

The Parties enter into this Sandbox License as independent contractors, and this Sandbox License shall not create a partnership, agency, joint venture or employment relationship. Neither Party will be deemed to be a representative of the other nor will either Party have any right to create any obligation on behalf of the other Party, unless otherwise stipulated herein.

10.2.

This Sandbox License does not protect or benefit a third party, and no term of this Sandbox License shall be enforceable by or against any person who is not a Party to this Sandbox License.

10.3.

Neither Party may publish an announcement of their relationship under this Sandbox License.

10.4.

Neither Party may sub-contract, assign or novate any of its obligations, benefits or responsibilities under this Sandbox License.

10.5.

Each Party shall provide to the other such information and assistance as may reasonably be required by that other Party to fulfil its obligations under this Sandbox License.

10.6.

Bango shall not be liable where any failure by Requestor / Company to comply with this provision prevents Bango from fulfilling its obligations under this Sandbox License.

10.7.

This Sandbox License is governed by English law and each party irrevocably submits to the jurisdiction of the English courts for all purposes relating to this Sandbox License.